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<P align="center"><FONT size="4"><B>SOFTWARE LICENSE AGREEMENT (LIB Version)</B></FONT></P>
<P>The copyright in and to this software listed
in Exhibit (consisting of TwinVQ Library
Program(&quot;Library Program&quot;), operation
manuals thereof, library interface specification
and this Agreement) (&quot;Software&quot;)
shall solely belong to Nippon Telegraph and
Telephone Corporation (&quot;NTT&quot;).
NTT shall enter into this Agreement with
such person who possesses the Software (hereinafter
referred to as &quot;Licensee&quot;) with
respect to a non-exclusive, and royalty-free
license of the Software under the following
terms and conditions.</P>
<P><B>Article 1. Conclusion, Effect and Termination
of this Agreement</B><BR>
1.1 Upon using any program included in the
Software, or copying the whole or a part
of the Software, Licensee shall be deemed
to agree to and enter into this Agreement.
For the purpose of this Agreement, the use
of a program shall mean to execute such program
on a computer. <BR>
<BR>
1.2 Upon decision by Licensee not to use
a program included in the Software, this
Agreement shall be terminated. <BR>
<BR>
1.3 NTT may terminate this Agreement upon
expiration of the termdetermined by NTT,
by giving notice to each Licensee respectively
or making an announcement in any periodical
publications with a circulation of 100,000
copies or more selected by NTT to that effect、without
prejudice to the right of earlier termination
of this Agreement pursuant to Article 1.2
above. <BR>
<BR>
1.4 If the term of this Agreement set forth
in Article 1.3 above shall have expired at
the time when Licensee agreed to and entered
into this Agreement, this Agreement shall
be terminated immediately. <BR>
<BR>
1.5 If Licensee breaches any of the provisions
of this Agreement, NTT may cancel and terminate
this Agreement immediately. <BR>
<BR>
1.6 Licensee shall, upon termination of this
Agreement pursuant to Articles 1.3, 1.4 and
1.5, promptly erase the Software and any
and all copies thereof in its possession.
<BR>
<BR>
1.7 Licensee may not demand any compensation
or payment whatever from NTT for any reason
of termination of this Agreement. <BR>
<BR>
1.8 The provisions of Articles 3, 4.1 and
4.2 shall survive any termination of this
Agreement.</P>
<P><B>Article 2. Rights and Prohibitions <BR>
</B>2.1 Solely for non- Commercial Purpose, Licensee
shall be granted the rights set forth from
Articles 2.2 through 2.5 hereof. The term
&quot;Commercial Purpose&quot; shall mean
that a software (including program) is utilized
with receiving consideration or compensation
from third party or utilized for the purposes
of receiving consideration or compensation
from third party, which shall also include:
a. The utilization of a software (including
program) by a company or other corporation
(regardless of the purpose of receiving consideration
or compensation); b. The utilization of a
software (including program) within a business
place or its facility of a company or other
corporation (regardless of the purpose of
receiving consideration or compensation );
and c. The utilization of the Software for
the purpose of receiving consideration or
compensation from third party to evaluate
the Software, to develop an application program
utilizing the Software or to conduct a market
research. <BR>
<BR>
2.2 Licensee may use any program included
in the Software; provided, however, that
Licensee may not use such program for arms
or for manufacture of arms. <BR>
<BR>
2.3 Licensee may incorporate Library Program
of the Software set forth in Exhibit into
application program created by Licensee (&quot;Application
Program&quot;) except that such Application
Program is used or distributed to third party
for any Commercial Purpose. <BR>
<BR>
2.4 Licensee may copy the Software. <BR>
<BR>
2.5 Licensee may distribute the Application
Program set forth in Article 2.3 incorporating
the Software or a copy thereof to any third
party, only without consideration or compensation;
provided, however, that NTT agrees that Licensee
shall be entitled to charge any actual expenses
reasonably necessary to distribute the Application
Program. <BR>
<BR>
2.6 With respect to distribution set forth
in Article 2.5, Licensee shall not modify
the contents or configuration of the Software
set forth in the Exhibit; provided, however,
that if Licensee compresses the Software
by using a data compression program, and,
if the compressed Software can be restored
to the original status with an adequate method,
such compression shall not be deemed as modification.
<BR>
<BR>
2.7 Licensee shall not re-assemble or reverse-engineer
the Software in order to analyze and convert
the programs included therein in man readable
form. <BR>
<BR>
2.8 Licensee shall not commit any act which
would infringe upon NTT's or any third party's
rights, including copyrights, industrial
property rights or privacy rights, which
would injure the reputation of NTT or any
third party or which would cause NTT or any
third party any trouble by utilizing the
Software or Application Program. <BR>
<BR>
2.9 With respect to all utilization, including
the use or distribution of the Software or
Application Program created by Licensee using
the Software, Licensee shall comply with
all applicable laws and regulations.</P>
<P><B>Article 3. No Warranty and Indemnification</B> <BR>
3.1 NTT shall not be responsible against
Licensee for providing any technical services
(including maintenance services) with respect
to the Software.</P>
<P>3.2 NTT shall provide the Software to be
delivered to Licensee on an &quot;as is&quot;
basis, and shall make no warranty (including
without limitation any warranties of non-infringement
of any third party's industrial property
right, copyright or any other right and fitness
for a particular purpose), whether express
or implied, and whether legal or contractual,
including any warranty that there is no legal
or physical defect.</P>
<P>3.3 Licensee shall be liable for any and
all damages suffered by Licensee with respect
to the Software and in no event shall NTT
be liable for such damages.</P>
<P>3.4 In no event NTT shall be liable for any
claim alleged against Licensee by any third
party with respect to the Software or Application
Program created by Licensee for any reason
whatsoever, including that such third party's
industrial property right, copyright or any
other right is infringed upon by Licensee.</P>
<P>3.5 Licensee shall, at its expenses and costs,
indemnify and hold harmless NTT, its management,
its officers and employees (&quot;Indemnitees&quot;),
from and against any and all claims (including,
but not limited to, damages, costs and expenses
and attorney's fees) brought by a third party
against NTT arising out of or related to
the Software or Application Program for any
reason, including that such third party's
industrial property right, copyright or any
other right is infringed upon by use of the
Software or Application Program. In such
case, Licensee shall be liable for any damages
or costs, including attorney's fees incurred
by Indemnitees arising out of or related
to such claim.</P>
<P><B>Article 4 Other Provisions</B><BR>
4.1 This Agreement shall be governed by and
construed in accordance with the laws of
Japan.</P>
<P>4.2 Any and all disputes which may arise
between NTT and Licensee arising out of or
in connection with this Agreement shall be
submitted to the Tokyo District Court as
the court of first instance with exclusive
jurisdiction.</P>
<P>4.3 This Agreement shall apply to those to
whom the Application Program are distributed,
directly or indirectly, by Licensee (&quot;Application
Users&quot;) pursuant to Article 2.5 of this
Agreement; provided, however, that &quot;Licensee&quot;
shall read &quot;Application Users&quot;
appropriately; further provided, however,
that Application Users shall not be granted
the right set forth in Article 2.3 of this
Agreement (the right to incorporate such
Library Program as incorporated in Application
Program distributed by Licensee under Article
2.5 into application Program created by Application
Users). <BR>
<BR>
END</P>
<P>Exhibit 1. <BR>
<BR>
Deliverables from NTT (including licensed
products)<BR>
(1) TwinVQ Library Programs <BR>
(2) Manuals <BR>
(3) Library Program Interface Condition <BR>
(4) Sample Program <BR>
(5) Software License Agreement (this Agreement).</P>
<P>2. Configuration at the time of distribution
of the Application Programs to third party;
Deliverables set forth in 1(1) and 1(5)above
shall be distributed at least.</P>
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